TNL Mediagene (TNMG) wins Nasdaq panel extension but must meet $1 bid rule

Rhea-AI Filing Summary

TNL Mediagene reports that a Nasdaq Hearings Panel has granted its request to continue listing on The Nasdaq Capital Market, provided it regains compliance with Nasdaq’s $1 Bid Price Rule (Listing Rule 5550(a)(2)) on or before January 7, 2026. During this exception period, the company must promptly report any significant events that could affect compliance, and the Panel may reconsider the exception if circumstances make continued listing inadvisable.

The decision follows a December 16, 2025 hearing, requested after Nasdaq staff issued a determination on November 6, 2025 to delist the company’s securities for failing to regain bid-price compliance after a 180‑day period. TNL Mediagene presented a compliance plan that includes a reverse share split, and its shares will continue trading on Nasdaq while the Panel issues a final written decision after January 7, 2026.

Positive

• None.

Negative

• Nasdaq delisting risk remains significant: TNL Mediagene must regain compliance with the $1 Bid Price Rule by January 7, 2026, or its continued listing on The Nasdaq Capital Market could be revoked following a prior staff determination to delist.

Insights

Equity market structure and listing standards analyst

TNL Mediagene keeps Nasdaq listing for now but faces a near-term $1 bid-price deadline.

The key development is that a Nasdaq Hearings Panel granted TNL Mediagene continued listing on The Nasdaq Capital Market, conditional on regaining compliance with the $1 Bid Price Rule under Listing Rule 5550(a)(2) by January 7, 2026. The company presented a plan, including a reverse share split referenced in a prior report, to address the deficiency.

This follows a November 6, 2025 staff determination to delist the securities after a 180‑day grace period without bid-price compliance, which the company appealed via a hearing request on November 13, 2025. The Panel retains discretion to reconsider the exception if events arise that, in its view, make continued listing unwarranted, highlighting that listing status remains uncertain until a final written decision is issued after January 7, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number 001-42424

TNL Mediagene

23-2 Maruyamacho		4F., No. 88, Yanchang Rd.
Shibuya-ku, Tokyo 150-0044		Xinyi District
Japan		Taipei City 110
+81-(0)3-5784-6742		Taiwan
		+866-2-6638-5108

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

Explanatory Note

On December 23, 2025, TNL Mediagene (the “Company”) has been notified by the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company’s request for continued listing on The Nasdaq Capital Market has been granted, subject to the following:

On or before January 7, 2026, the Company must demonstrate compliance with the Listing Rule 5550(a)(2) (the “$1 Bid Price Rule”). It is a requirement during the exception period that the Company provide prompt notification of any significant events that occur during this time that may affect the Company’s compliance with Nasdaq requirements. This includes, but is not limited to, any event that may call into question the Company’s ability to meet the terms of the exception granted. The Panel reserves the right to reconsider the terms of this exception based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company’s securities on Nasdaq inadvisable or unwarranted.

The decision was made by the Panel following a hearing held on December 16, 2024, during which the Company presented its plan (including the reverse share split as described in the Company’s Report of Foreign Private Issuer on Form 6-K filed with the U.S. Securities and Exchange Commission on December 19, 2025) to regain compliance with the $1 Bid Price Rule. In the meantime, the Company will continue to be listed and its shares will continue to be traded on Nasdaq, pending a final written decision by the Panel after January 7, 2026.

On November 13, 2025, the Company filed a request for a hearing before the Panel to present its financial and operational data and compliance plan with the applicable listing requirements. This request was due to a staff determination letter (the “Determination Letter”) on November 6, 2025 from the staff of the Listing Qualifications Department of Nasdaq notifying the Company of the staff’s determination to delist the Company’s securities from The Nasdaq Capital Market due to the Company’s failure to regain compliance with the $1 Bid Price Rule, following the 180 calendar day compliance period. On November 13, 2025, the Company received a letter from Nasdaq granting the appeal and scheduling the hearing by the Panel for December 16, 2025.

A copy of the press release regarding the grant of the Company’s request for continued listing subject to these conditions is furnished herewith as Exhibit 99.1 to this Report on Form 6-K and is incorporated by reference herein.

Exhibit No.		Description of Exhibits
99.1		Press Release by TNL Mediagene dated December 24, 2025

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TNL Mediagene.
Date: December 24, 2025	By:	/s/ Tzu-Wei Chung
		Name:	Tzu-Wei Chung
		Title:	Chief Executive Officer

2

FAQ

What did TNL Mediagene (TNMG) announce regarding its Nasdaq listing status?

TNL Mediagene reported that a Nasdaq Hearings Panel granted its request for continued listing on The Nasdaq Capital Market, subject to meeting specific conditions tied to bid-price compliance.

What conditions must TNL Mediagene (TNMG) satisfy to remain listed on Nasdaq?

The company must demonstrate compliance with Nasdaq Listing Rule 5550(a)(2), the $1 Bid Price Rule, on or before January 7, 2026, and promptly notify Nasdaq of any significant events that may affect its compliance.

Why was TNL Mediagene (TNMG) at risk of being delisted from Nasdaq?

Nasdaq staff issued a determination on November 6, 2025 to delist the company’s securities because it failed to regain compliance with the $1 Bid Price Rule after a 180‑day compliance period.

How did TNL Mediagene (TNMG) respond to Nasdaq’s delisting determination?

On November 13, 2025, the company requested a hearing before a Nasdaq Hearings Panel to present its financial and operational data and a compliance plan, which includes a reverse share split.

Will TNL Mediagene (TNMG) shares continue trading on Nasdaq during this process?

Yes. The company states that its shares will continue to be listed and traded on Nasdaq while it works to regain compliance and until the Panel issues a final written decision after January 7, 2026.

What role does the reverse share split play in TNL Mediagene’s (TNMG) plan?

The company’s plan to regain compliance with the $1 Bid Price Rule includes a reverse share split, as described in a prior Report of Foreign Private Issuer on Form 6-K filed on December 19, 2025.